Vroom (VRM) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 12, 2025, with a record date of April 17, 2025, and 5,162,873 shares outstanding and entitled to vote.

• Key proposals include electing eight directors, ratifying RSM US LLP as auditor, and an advisory vote on executive compensation.

• The company emerged from Chapter 11 bankruptcy in January 2025, relisted on Nasdaq in February 2025, and is focused on growing UACC and CarStory businesses post-ecommerce wind-down.

• Forward-looking statements address business plans, strategies, and ESG initiatives, with risks detailed in the 2024 Annual Report.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors for one-year terms, ratifying RSM US LLP as auditor, and approving executive compensation on an advisory basis.

• Stockholders may submit proposals for the 2026 meeting by January 2, 2026, and director nominations by March 14, 2026.

Board of directors and corporate governance

• The board will be reduced from ten to eight members after the meeting, with a majority being independent.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and conduct regular self-evaluations.

• The roles of CEO and Independent Executive Chair are separated to enhance oversight and accountability.

• Board diversity includes three women and seven men, with a range of ages and industry backgrounds.

• Directors and officers are prohibited from hedging or pledging company securities.